Search Engine Optimisation (SEO) Principal Terms & Conditions

This agreement is hereby entered into between Be Creative Design Limited (hereinafter referred to as “we”, “us”, “SEO”, “our”) and Yourself hereinafter referred to as “Client”, “you”).

2. Representations and Warranties

Be Creative Design Limited agrees to provide the client with Search Engine Optimisation and Reporting Services (hereinafter referred to as “SEO”, “Optimised Content Marketing”) as described in our website. We are authorized to use the specific keywords and/or phrases for developing and improving the natural visibility of the Client’s site(s), in the search engines (Google, Yahoo and Bing).

3. Definitions

To bring clarity into this contract, we are going to define some SEO terms/jargons which we use. Our goal is to develop a contract in plain English which is mutually understood by all the parties entering into the contract and which minimizes erroneous beliefs. However we make no warranty/guarantee of accuracy and completeness of the SEO terms described below. Our definitions should not be considered as be all and end all of SEO terminology. For the purposes of this agreement:

“ Deliverable “- It is a term used in project management to describe a tangible or intangible object produced as a result of the project that is intended to be delivered to a customer (either internal or external). A deliverable could be a report, a document, a server upgrade or any other building block of an overall project

“Commencement Date” means the date upon which the Agreement commences being either the date the Digital Order Confirmation is signed by You or the date of the electronic acceptance of the Digital Order Confirmation by You;

“Digital Order Confirmation” (DOC) means the document provided by Be Creative Design Limited setting out the Client’s order for the Services and incorporating the Services and Invoicing Schedule;

“ SEO ” –Search engine optimisation (SEO) is the process of improving the volume or quality of traffic to a web site from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results as opposed to search engine marketing (SEM) which deals with paid inclusion.

“ Social Media Optimisation” – It is set of methods which are used to generate publicity through social media.

“ Search Engines ” – It is a computer program which is used to retrieve documents from a computer network. Three popular search engines are Google, Yahoo and Bing.

“ Client’s Competitor” – It is an individual or a company which is in the same exact niche as the client and is targeting same/identical keywords in same/nearby geographic location(s).

“ Keyword ” – Keyword or keyword phrase is a search term(s) which is used to retrieve information through search engines.

“ Keyword Research ” – It is a practice used by search engine optimisation professionals to find and research actual search terms people enter into the search engines when conducting a search.

“ Keyword stuffing” – It is considered to be an unethical search engine optimisation (SEO) technique. Keyword stuffing occurs when a web page is loaded with keywords in the meta tags or in content.

“keyword cannibalization” – Several web pages targeting the same keyword(s)

“ URL”- It is the address of the web page on the Internet.

“ URL Canonicalization” – It is the process of picking the best url when there are several choices, and it usually refers to home pages.

“ Link Building ” – It is a Search Engine Optimisation technique which is used to get backlinks (or votes) for a website.

“ Link Acquisition” – Link acquisition is any content or feature within a website that somehow encourages viewers to place links to it from other websites.

“ Website Usability ”- It means how easy it is for visitors to use your website.

“ User Engagement ”- It refers to the degree to which a visitor has been positively influenced by the website and is engaged to it.

“ Conversions”- Also known as goals. They can be orders, leads, downloads, page views, sign ups, traffic etc.

“ Conversion Rate”- It is the percentage of visits which result in goal conversions.

“ KPI ”- KPI or Key Performance Indicator is used to measure how well an organization or individual is accomplishing its goals and objectives.

“ Link popularity ”- It is the measure of the quantity and quality of inbound links (back links) to your website.

“ Confidential Information ”- It includes but is not limited to, any and all fees, services, documents, recommendations, reports, e-mails, postal mail, courier or phone/skype consultation for the purpose of reporting, recommending or educating the client by Be Creative Design Limited for carrying out search engine optimisation services

“VAT” means value added tax and any tax which may from time to time replace it;.

4. Deliverables

Be Creative Design Limited is committed to provide following deliverables:

4.3. Recommendations regarding content development. What type of content and content categories can attract additional traffic and links and can help in improving conversions (goals).

4.4. Review of the client’s site traffic – how visitors find your website and where they come from.

4.5. A website audit can be purchased as a separate service by the client which we charge a one-time fee of £300.00 + VAT.

4.6. Keyword Research Report – It provides list of keywords that can bring highest volume of relevant traffic to the website along with their search volume. It also provides longer tail keyword suggestions which may not bring volumes of traffic but can potentially trigger a higher conversion rate.

If keyword Research is purchased as a separate service by the client we charge a one-time fee of £100.00 + VAT

4.7. Website Optimisation – We advise to fix any issues we have identified, so that the website works for the client’s business and is able to convert relevant traffic into sales or leads. Onsite optimisation can be taken against your monthly hourly campaign or can be purchased at a separate cost (POA).

4.8. On-page optimisation- We may modify the title tags, meta tags, content, HTML code and other on-page factors of a client’s website to make it more relevant to search engines (Google, Yahoo and Bing) for the targeted keywords. We aim to improve keyword positioning/placement to attract additional traffic to the site.

4.9. Link Building – We acquire/request/write for and submit links from a vast array of websites to improve the search visibility of your website in the search engines.

4.11. Social Media Optimisation- We may provide advice on social media optimisation and how you can integrate social activities within your website.

4.12. SEO Reporting – We continuously monitor the effectiveness of our SEO campaign via an automated online reporting system which is updated daily.

5. The Services

5.1 We will provide You with the Services in accordance with the Agreement and based on the information confirmed by You in the Digital Order Confirmation. You are responsible for ensuring that the details on the Digital Order Confirmation are correct

5.2 We will provide the Services with reasonable skill and care.

5.3 Changes to the Services during the term of this Agreement will not normally be permitted. Any changes to the Services requested by You during the term of this Agreement must be agreed in writing and such agreement shall be at our sole discretion. Changes to the Services so agreed may incur additional costs in accordance with Clause 6.7.

5.4 Our performance of the Services is dependent upon You providing such information or feedback as We may reasonably require from time to time. Should You not provide information or feedback within 7 days of any such request, You acknowledge that this may affect our ability to provide the Services and You shall not be entitled to any refund or credit against fees in the event that We are prevented from providing the Services.

5.5 You must inform us in advance of any changes to (or in respect of) your website that may affect the provision or the performance of the Services. You acknowledge that You are solely responsible if any such changes affect the provision or performance of the Services and You shall not be entitled to any refund or credit against fees in this event.

5.6 You acknowledge that the provision of the Services is not subject to any performance guarantees or promises including but not limited to ranking positions on internet search engines or the number of searches, visitors or click-throughs, except where expressly stated otherwise in Schedule 1 of this Agreement.

5.7 We are unable to ensure or guarantee the security of information transmitted over the internet. Any information or data transmitted through the use of or in connection or relation to the Services is at your risk.

6. Payment Terms

6.1.The fees for the Services are as stated in the Digital Order Confirmation

6.2 You will be invoiced as set out in the Services and Invoicing Schedule of the Digital Order Confirmation and will be invoiced in advance. Payment will be due in accordance with the following payment terms unless expressly stated otherwise in the Digital Order Confirmation:

6.3 Where the Services are subject to a set-up fee or deposit, such fee will be payable by You immediately upon the Commencement Date. Any set-up fee or deposit is non-refundable

6.4 all other fees including ongoing or recurring monthly fees will be payable in advance immediately upon receipt of invoice throughout the term of the Agreement.

6.5 If payment is not received in accordance with the payment terms specified in the Agreement, We shall be entitled, without prejudice to any other rights that We may have, to charge You interest accruing on the sum due at the rate of four per cent above the annual base lending rate of Barclays Bank plc, from time to time.

6.6 If payment is not received in accordance with the payment terms specified in the Agreement, We reserve the right to suspend the provision of the Services and restrict your use of the Services until such time as payment is received. Such suspension of the Services will extend the Initial Term of the Agreement as detailed in Clause 11.3.

6.7 Any changes to the Services requested by You during the term of this Agreement in accordance with Clause 5.3 may result in an additional fee being charged to You.

6.8 All fees quoted for the Services are stated and payable in British Pounds. Fees do not include VAT or any other taxes that may from time to time be applicable, unless otherwise stated on your invoice.

6.9 Client agrees to pay the fee for monthly SEO services and confirms this via telephone/email/online form. All payments shall be made in £ (GBP great British Pounds), unless otherwise agreed by Be Creative Design Limited.

6.10 Any incidental cost related to the SEO Services provided to the client like long distance telephone calls, shipping, postage, courier and travel will be reimbursed to Be Creative Design Limited by the client.

7. Assignment of Specific Rights

For the purposes of receiving professional SEO services, Client agrees to provide the following:

7.1. Give Be Creative Design Limited Cpanel (Control Panel) or FTP and other back-end admin access to the web site to make changes to the site for the purpose of on-page optimisation. Where access details are not provided within 14 days from the date of request, we will provide recommendations for change based on our findings to the client. This contract will be fulfilled as a consultation service and both parties remain bound by the terms set out in this contract.

7.2. Permission to communicate directly with any third parties, e.g., your web designer, if necessary.

7.3. Where Be Creative Design Limited are building a website to be optimised as part of this contract, all design material must be received within 14 days from date of this agreement and all revisions must be received 7 days after the completion of the initial draft. Where material or revisions are not received within this timescale, Be Creative Design Limited will complete the website using generic content and proceed the SEO delivery. Revisions may be accepted and completed at a later date at our discretion.

7.4. Full access to existing website traffic statistics for analysis and tracking purposes.

7.5. Client authorizes Be Creative Design Limited use of all client’s logos, trademarks, Web site images, content etc., for use in creating articles and any other uses as deemed necessary by Be Creative Design Limited for search engine optimisation.

7.6. If Client’s site is lacking in textual content, Be Creative Design Limited can create site content which may incur additional cost to the Client unless pre agreed with Be Creative Design Limited.

8. Non-Disclosure Agreement

At any time during or subsequent to contract period, client agrees to keep in strictest confidence and trust all of the Be Creative Design Limited confidential information to which the client has access. The client will not use or disclose the Be Creative Design Limited confidential information without the written consent of Be Creative Design Limited. Client agree’s not to attack/criticize Be Creative Design Limited or any of its employees, associate’s or partner’s publicly (on public forums, blogs, social networks etc) at any time during or subsequent to contract period. Similarly client agrees not to seek for SEO advice on SEO forums, blogs, community groups or any social media in a way which brings bad name to the company or any of its employee’s, associate’s or partners. In case of breach of non-disclosure agreement, client agrees to pay Be Creative Design Limited a reasonable cost for damages.

9. Disclaimer

Client acknowledges the following with respect to SEO services from Be Creative Design Limited :

9.1. All fees are non-refundable.

9.2. Be Creative Design Limited has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.

9.3. Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, Be Creative Design Limited does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

9.4. Be Creative Design Limited assumes no liability for ranking, traffic, indexing issues related to penalties. Consequently client understands that ranking new websites is much more difficult than ranking old and established sites and he should not have unrealistic expectations about rankings, traffic and revenues. We shall not be liable in any way for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings) or any special or indirect or consequential losses, howsoever caused, whether or not such losses were within the contemplation of the parties at the Commencement Date, suffered or incurred by You arising out of or in connection with the use of the Services or any other matter under the Agreement

9.5. New websites may get temporary boost in ranking for some targeted keywords for few days but then it settles down to its real place. This is known as ‘new site boost effect’ and it is quite common. Consequently the client understands that a new site has not really got top rankings within a month and soon it will revert down to its actual position.

9.6. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.

9.7. A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.

9.8. Be Creative Design Limited makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party without the prior consultation of Be Creative Design Limited . SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than Be Creative Design Limited or without first consulting Be Creative Design Limited:

i. Changes in the file(s) or folder(s) name.

ii. Putting a file in a different folder or putting a folder in another folder or sub domain.

iii. Making changes in the head section of a document like changing the text in the title tag,

removing certain HTML tags required for site authentication.

iv. Deleting a link, folder, file, web document or sub domain.

v. Modifying text on a web document like changing the formatting of the text or repositioning the text.

vi. Removing analytics code from the web page which is used to track website traffic.

vii. Linking out to any website without prior consultation of the Be Creative Design Limited.

9.11.1 The client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Be Creative Design Limited for inclusion on the website above are owned by the client, or that client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Be Creative Design Limited and its subcontractors from any liability or suit arising from the use of such elements.

9.11.2. The client fails to resolve Be Creative Design Limited queries on time.

9.11.4. Fails to make necessary changes to the website as and when advised by Be Creative Design Limited for carrying out the Search Engine Optimisation services.

9.11.5. There is a server outage for prolonged time on client’s site.

9.11.6 Client does not make a reasonable effort to educate himself about SEO. The client must understand that educating himself about SEO is essential so that he can find out where his money is

going, why SEO is a time-consuming but a good long-term marketing strategy.

9.12. Be Creative Design Limited is not responsible for the Client overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of £60.00 per hour.

9.13 The client understands that his SEO alone can’t be held responsible for his site’s success or failure. The client understands that he needs to work as partner with his SEO provider, give him the necessary time and commitment and follow his advice/suggestions seriously and on time to make his marketing campaigns a success.

10. When this contract comes to an end or Cancellation

10.1 The Agreement cannot be cancelled or terminated other than in accordance with Clause 11.3 or Clause 10.5, except with Be Creative Design Limited’s express written agreement.

10.2 If You wish to cancel the Agreement, You must write to Us giving one month’s notice of your request to cancel. Such cancellation will be subject to a minimum cancellation charge of 50 per cent of the remaining fees chargeable under the Agreement. Any cancellation request by You will only be valid if it is acknowledged in writing by Us.

10.3 If We cancel the Agreement in accordance with Clause 11.3, You will be charged a minimum cancellation charge of 50 per cent of the remaining fees chargeable under the Agreement in respect of liquidated damages

10.4 This contract comes to an end when everything specified in the contract has been done. It can also end if there is a breach of contract and either party decides to cancel it.

10.5 The contract can also be ended by mutual agreement of the parties involved in contract or when it becomes impossible to carry out the obligations specified in the contract like due to man-made calamities (riots, acts of terrorism, war etc) or natural calamities (like flood, hurricane, earthquake, volcanic eruption etc).

10.6 Contracts can be cancelled with 30 days written notice after the 12 months or the contract term agreed between Be Creative Design Limited and the Client, otherwise the contract will continue on a month by month rolling contract to which 30 days written notice will be required once again for cancellation.

11. Suspension of Services

11.1 We may temporarily suspend the Services without compensation or recourse for the purpose of carrying out work at our premises or maintaining or upgrading our systems. We will endeavour to give You prior notice of such suspension but may be unable to do so and are not obliged to do so.

11.2 We may immediately and without notice suspend the provision of the Services to You without compensation or recourse in the event that:

11.2.1 We are required to do so in order to comply with a legal order or request from a governmental or other competent authority; or

11.2.2 We are reasonably aware or suspect that You are in breach of Section 11.

11.3 We may immediately and without notice suspend the provision of the Services to You in the event that We are taking action for non-payment in accordance with Clause 6.6. Any suspension of the Services pursuant to this clause will extend the Initial Term of the Agreement by the number of months during which the Services were suspended. In the event that it is necessary to suspend the provision of the Services by three months or more pursuant to this clause, We reserve the right to cancel the Agreement without notice and the provisions of Section 10 will apply.

12. Acceptable Use

12.1 You may only use the Services in accordance with the Agreement and for lawful and proper purposes which include complying with all applicable laws and regulations. You agree that You will not:

12.1.1 do anything or include any information on your website which is or may be harmful, illegal, obscene, offensive, threatening, defamatory, deceptive, discriminatory or otherwise in breach of any applicable laws or regulations including any Google regulations;

12.1.2 use the Services in a manner which may cause an infringement of copyright, privacy or the rights of Be Creative Design Limited or any other party including but not limited to any attempt to reproduce, copy or duplicate Be Creative Design Limited Content or other work performed by Be Creative Design Limited pursuant to the Agreement;

12.1.3 use the Services for or in connection with any illegal or unethical marketing practice including but not limited to spamming;

12.1.4 interfere or attempt to interfere with the operation of the Services or networks connected to the Services or Software via whatever means including but not limited to uploading or transmitting material containing corrupt data or software viruses or to access without authority any system or data;

12.1.6 take any action that may lead to an unreasonably large load on our networks or infrastructure.

13. Changes to the Agreement

13.1 Any variation to these Terms and Conditions in contemplation or execution of the Digital Order Confirmation, including but not limited to any special terms agreed between the parties, shall only be valid if they have been confirmed in writing by a director of Be Creative Design Limited. No employee or representative of Be Creative Design Limited other than a director has the authority to vary these Terms and Conditions.

13.2 Any notification from You which attempts to vary these Terms and Conditions will be invalid unless it has been agreed in writing by a director of Be Creative Design Limited.

14. Notices

14.1 Save as otherwise provided in this Agreement, any notice given under this Agreement shall be in writing and served by hand or by recorded or special delivery post to the address as the relevant party may designate to the other in writing from time to time. References in this Agreement to “in writing” shall also include by email which must be sent to the email address as the relevant party may designate to the other in writing from time to time. Service of notice by facsimile is not acceptable or valid.

14.2 Any notice shall be deemed to have been served immediately if delivered by hand, 48 hours after posting if delivered by recorded or special delivery post and 24 hours after transmission if delivered by email.

15. Governing Law and Jurisdiction

Governing law means which country’s rule of interpretation and legal remedies applies in case of any dispute arising out of the contract. Jurisdiction means the place where your dispute will be heard. This Agreement (Contract) shall be governed by the laws of Britain and the British court in respect of any dispute or difference between the client and Be Creative Design Limited arising out of this Agreement (Contract). Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator) on mutual agreement of the client and Be Creative Design Limited . However in this case arbitrator’s decision is considered to be final and cannot be disputed or appealed in the court of law. This contract is all inclusive however if there is a verbal or written agreement that exists between the two parties stated in this agreement, they will be reviewed separately. By agreeing to this contract in writing via letter or email or by electronically signing the Digital Order Confirmation you agree that you fully understand these terms, you are legally competent and authorized to enter into the contract and you agree to this contract on your ‘own free will’ without any undue influence, misrepresentation of facts or by mistake. You also represent and warrant to Be Creative Design Limited that you have no interest or obligation which is inconsistent with or in conflict with this agreement or which would prevent, limit, or impair Be Creative Design Limited’s performance of any part of this agreement. You agree to notify Be Creative Design Limited immediately if any such interest or obligation arises.

Schedule 1 – Terms and Conditions relating to specific Services

Long Tail Strategy (Be Creative SEO Consultancy)

The following Terms and Conditions apply to all our Long Tail Strategy Services.

S1.1 We will provide Long Tail Strategy Services in accordance with the Digital Order Confirmation.

S1.2 The Long Tail Strategy Services may include optimisation or set-up work at the commencement of your campaign. You acknowledge that any such optimisation or set-up work will be performed in accordance with the Services and Invoicing Schedule included in the Digital Order Confirmation (and will usually be performed during the same calendar month as the Commencement Date unless stated otherwise in the Digital Order Confirmation). Set-up charges are payable in advance.

S1.3 You will be invoiced in advance in accordance with the Services and Invoicing Schedule which forms part of the Digital Order Confirmation. Invoices will be issued and payable at the beginning of the month with the exception of the first month of the Agreement when invoices will be issued according to the Commencement Date. In addition, invoices may be issued other than at the beginning of the month in the event that We suspend the provision of the Services pursuant to Clause 10.3.

S1.4 You must implement or otherwise act upon the recommendations We make during the provision of the Services. In the event that You do not implement recommendations within 14 days of being advised to do so, You acknowledge that this may affect the performance of your campaign for which We cannot be held responsible.

S1.5 We may require the ability to directly optimise and amend the structure of your website. In the event that We consider this necessary, You will provide us with access to your website which may include an FTP (File Transfer Protocol) username and password and access to your content management system or control panel. We will keep secure any access details to your website which You provide to us. Should You not provide such access within 14 days of our request, You shall be responsible for implementing our recommendations and suggestions in accordance with Clause S1.4.

S1.6 By entering into this Agreement, You confirm that You or any agent acting on your behalf have not at any time created on any website which is the subject of this Agreement any duplicate sites, duplicate pages or content, hidden links, doorway pages or redirects, nor have You or your agents undertaken any spamming techniques or purchased or otherwise acquired links which may harm the website’s ranking within, or risk the imposition of penalty by, any internet search engine.

S1.6.1 If you are unsure as to Your status with regard to the confirmation required in Clause S1.6, please refer to the information and guidance sheet available on the link http://becreative.digital. You are further advised to review reports detailing works performed by any agent or other third party which has previously undertaken search engine optimisation on your behalf.

S1.7 In the event that You are or should reasonably be aware with reference to Clause S1.6.1 or otherwise that your website or promotional works around it breaches Clause S1.6 or your website has been penalised by any internet search engine, You must inform Us prior to entering into this Agreement. You acknowledge that non-disclosure of such information may affect the performance of your campaign for which We cannot be held responsible. In the event of such non disclosure, We may offer to provide additional rectification services and these may incur additional fees but we are not obliged to do so. Nothing in this clause shall prevent us from performing the Services agreed in the Digital Order Confirmation.

S1.8 If, at any time during the Agreement, You use an agent or other third party other than Be Creative Design Limited for search engine optimisation, You accept that this may have a significant detrimental effect on the performance of your Long Tail Strategy campaign.

S1.9 You acknowledge that the provision of the Long Tail Strategy Services is not subject to any performance guarantees or promises including but not limited to the ranking of your website on internet search engines or the volume of searches, visitors, click-throughs or incremental revenue.

Other Services

The following Terms and Conditions apply to all our other Services.

S1.10 We will provide the Services in accordance with the Digital Order Confirmation.

S1.11 You will be invoiced in advance in accordance with the Services and Invoicing Schedule which forms part of the Digital Order Confirmation. Invoices will be issued and payable at the beginning of the month with the exception of the first month of the Agreement when invoices will be issued according to the Commencement Date. In addition, invoices may be issued other than at the beginning of the month in the event that We suspend the provision of the Services pursuant to Clause 10.3.

S1.12 You acknowledge that the provision of our Services is not subject to any performance guarantees or promises including but not limited to the ranking of your website on internet search engines or the volume of searches, visitors, click-throughs or incremental revenue.

About Us

Be Creative is a young, dynamic and fresh online marketing company. Built on honesty and integrity we have been helping clients succeed online with high quality, target driven online strategies